<PAGE>
As filed with the Securities and Exchange Commission on November 13, 1995
REGISTRATION NO. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
SYMANTEC CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0181864
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
______________________
10201 TORRE AVENUE
CUPERTINO, CALIFORNIA 95014
(408) 253-9600
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices )
____________________
DEREK WITTE, ESQ.
SYMANTEC CORPORATION
10201 TORRE AVENUE
CUPERTINO, CALIFORNIA 95014
(408) 253-9600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Copies to:
Jacqueline A. Daunt, Esq.
C. Kevin Kelso, Esq.
Elizabeth A. Lawrence, Esq.
Fenwick & West
Two Palo Alto Square, Suite 800
Palo Alto, California 94306
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / _____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /_____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
_____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PERSHARE (2) AGGREGATE OFFERING PRICE (2) REGISTRATION FEE (3)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 14,363,106 $24.59 $353,188,801 $36,790(4)
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<FN>
(1) Based upon sum of the number of shares of the common stock of Delrina
Corporation ("Delrina Common Shares") outstanding on October 17, 1995
plus the number of Delrina Common Shares subject to outstanding options and
purchase rights exercisable on or before November 30, 1995, multiplied by
0.61, the exchange ratio in the combination of Delrina Corporation and the
Registrant.
(2) Calculated pursuant to Rule 457(c), based upon the average of the high and
low prices of Delrina Common Shares reported on the Nasdaq National Market
as of October 17, 1995, divided by 0.61.
(3) In accordance with Rule 457(b), registration fee reduced by $85,000, which
was the fee paid by the Registrant to the Securities and Exchange
Commission with respect to the Joint Management Information Circular and
Proxy Statement filed on August 18, 1995 with respect to this transaction.
(4) Fee previously paid upon filing of Registration Statement on Form S-3 on
October 18, 1995.
</TABLE>
____________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
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PROSPECTUS
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14,363,106 Shares
SYMANTEC CORPORATION
Common Stock
____________________
EACH SHARE OF COMMON STOCK OF SYMANTEC CORPORATION, A DELAWARE CORPORATION
("SYMANTEC" OR THE "COMPANY"), OFFERED HEREBY IS ISSUABLE UPON EXCHANGE OF AN
EXCHANGEABLE SHARE (AN "EXCHANGEABLE SHARE") OF DELRINA CORPORATION, AN ONTARIO
CORPORATION ("DELRINA"), ISSUED BY DELRINA FOR DELRINA COMMON SHARES IN
CONNECTION WITH THE COMBINATION OF SYMANTEC AND DELRINA. SUCH SHARES ARE BEING
OFFERED ON A CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), DURING THE PERIOD OF TIME THAT THE
REGISTRATION STATEMENT TO WHICH THIS PROSPECTUS RELATES IS KEPT EFFECTIVE.
SYMANTEC WILL OFFER SHARES OF SYMANTEC COMMON STOCK IN EXCHANGE FOR EXCHANGEABLE
SHARES FROM TIME TO TIME. UPON SUCH EXCHANGE, HOLDERS OF EXCHANGEABLE SHARES
WILL BE ENTITLED TO RECEIVE FOR EACH EXCHANGEABLE SHARE ONE SHARE OF SYMANTEC
COMMON STOCK, PLUS AN ADDITIONAL AMOUNT EQUIVALENT TO THE FULL AMOUNT OF
ALL DECLARED AND UNPAID DIVIDENDS ON SUCH EXCHANGEABLE SHARE. SEE "PLAN OF
DISTRIBUTION." ALL EXPENSES OF REGISTRATION INCURRED IN CONNECTION WITH THIS
OFFERING ARE BEING BORNE BY SYMANTEC. SYMANTEC WILL RECEIVE THE EXCHANGEABLE
SHARES EXCHANGED FOR THE SHARES OF COMMON STOCK OFFERED HEREBY. THE COMPANY'S
COMMON STOCK IS TRADED ON THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL "SYMC."
ON OCTOBER 17, 1995, THE CLOSING PRICE OF THE COMPANY'S COMMON STOCK WAS
$25 PER SHARE.
____________________
SEE "RISK FACTORS" BEGINNING AT PAGE 3 HEREOF FOR A DISCUSSION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is November __, 1995.
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at certain of its
regional offices located as follows: 7 World Trade Center, Suite 1300, New
York, New York 10048; and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can also be
obtained at prescribed rates by writing to the Commission, Public Reference
Section, Washington, D.C. 20549.
The Company has filed with the Commission, Washington, D.C. 20549, a
Registration Statement on Form S-3, as amended, under the Securities Act with
respect to the shares of Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules thereto. For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement and the exhibits and schedules filed therewith.
Statements contained in this Prospectus as to the contents of any contract or
any other document referred to are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference. A copy of the Registration Statement may be
inspected without charge at the offices of the Commission in Washington, D.C.
20549, and copies of all or any part of the Registration Statement may be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission, upon the payment of the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Except to the extent modified or superseded by information contained
herein, the Company's Annual Report on Form 10-K for the year ended March 31,
1995, the Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1995 and September 30, 1995 and the Company's Form 8-A filed with the
Commission on May 24, 1989, are hereby incorporated by reference in this
Prospectus. Certain portions of the Joint Management Information Circular and
Proxy Statement (the "Joint Proxy Statement") for the Company's annual
stockholders' meeting to be held on November 20, 1995 are also incorporated by
reference in this Prospectus. See "Recent Developments." Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the termination of
this offering shall be deemed incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of any and all of the information
that has been incorporated by reference in this Prospectus (not including
exhibits to the information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the information that
this Prospectus incorporates). Requests should be directed to Ronald Kisling,
Director of International Finance, Symantec Corporation, 10201 Torre Avenue,
Cupertino, CA 95014; telephone number (408) 253-9600.
____________________________________
No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information herein is correct as of any time subsequent
to the date hereof or that there has been no change in the affairs of the
Company since such date.
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<PAGE>
THE COMPANY
The principal executive offices of the Company are located at 10201 Torre
Avenue, Cupertino, California 95014 and its telephone number is (408) 253-9600.
RISK FACTORS
Investors should consider carefully the following factors, in addition to
the other information contained in this Prospectus, before exchanging their
Exchangeable Shares for the shares of Common Stock offered hereby.
TAXABILITY OF THE EXCHANGE
The exchange of Exchangeable Shares for shares of Symantec Common Stock is
generally a taxable event in Canada and the United States. A holder's tax
consequences can vary depending on a number of factors, including the residency
of the holder, the method of the exchange (redemption or exchange), the length
of time that the Exchangeable Shares were held prior to exchange and the
percentage of the total number of outstanding Exchangeable Shares held by
Symantec immediately after the exchange. See "INCOME TAX CONSIDERATIONS."
CANADIAN TAX CONSEQUENCES. On the exchange of an Exchangeable Share with
Symantec for a share of Symantec Common Stock, a holder of an Exchangeable
Share resident in Canada (as defined for Canadian tax purposes) and to whom
the Exchangeable Shares are capital property will generally realize a capital
gain (or a capital loss) under Canadian tax law equal to the amount by which
the proceeds of disposition of the Exchangeable Share, net of any reasonable
costs of disposition, exceed (or are less than) the adjusted cost base to the
holder of the Exchangeable Share. For these purposes, the proceeds of
disposition will be the fair market value of a share of Symantec Common Stock
at the time of exchange plus the amount of all accrued but unpaid dividends
on the Exchangeable Share received by the holder as part of the exchange
consideration. On the redemption (including pursuant to a retraction) of an
Exchangeable Share by Delrina, holders of Exchangeable Shares who are
resident in Canada and to whom the Exchangeable Shares are capital property
will generally be deemed to have received a dividend equal to the amount, if
any, by which the redemption proceeds exceed the paid-up capital of the
Exchangeable Share redeemed. The amount of any dividend will be subject to
the tax treatment accorded to dividends. On the redemption or retraction of
an Exchangeable Share, the holder will also be considered to have disposed of
the Exchangeable Share, but the amount of such deemed dividend will be
excluded in computing the shareholder's proceeds of disposition for purposes
of computing any capital gain or capital loss arising on the disposition of
the Exchangeable Share.
With respect to holders of Exchangeable Shares not resident in Canada
(for Canadian tax purposes), such holders will not be subject to Canadian tax
on the exchange of an Exchangeable Share for a share of Symantec Common
Stock, except to the extent of a deemed dividend arising on a redemption of
Exchangeable Shares by Delrina, provided the Exchangeable Shares are not
taxable Canadian property. The Exchangeable Shares will not be taxable
Canadian property, provided that (a) such shares are listed on a prescribed
stock exchange, (b) the holder does not use or hold, and is not deemed to use
or hold, the Exchangeable Shares in connection with carrying on a business in
Canada and (c) the holder, persons with whom such holder does not deal at
arm's length, or the holder and such persons, has not owned (or had under
option) 25% or more of the issued shares of any class or series of the
capital stock of Delrina at any time within five years preceding the date in
question.
Also, for certain tax-exempt Canadian shareholders, the shares of
Symantec Common Stock will be "Foreign property."
U.S. TAX CONSEQUENCES. In accordance with the tax laws of the United
States, holders of Exchangeable Shares who are "United States persons" as
defined for United States federal income tax purposes, will, except in
limited circumstances, generally recognize gain or loss on the receipt of the
shares of Symantec Common Stock in exchange for such Exchangeable Shares.
The gain or loss will be equal to the difference between the fair market
value of the shares of Symantec Common Stock at the time of the exchange and
the United States holder's tax basis in the Exchangeable Shares. The gain or
loss will generally be a capital gain or loss, except that, with respect to
any declared but unpaid dividends on the Exchangeable Shares, ordinary income
may be recognized by the holder. A capital gain or loss will be a long-term
capital gain or loss if the Exchangeable Shares (together with the
pre-conversion Delrina Common Shares) have been held for more than one year
at the time of the exchange. Under certain limited circumstances, the
exchange by a United States holder of Exchangeable Shares for shares of
Symantec Common Stock may be characterized as a tax-free exchange. In
particular, an exchange of Exchangeable Shares for shares of Symantec Common
Stock pursuant to the Redemption Call Right or Liquidation Call Right (each
as defined below), or at a time when Symantec owns at least 80% of the issued
and outstanding Exchangeable Shares, should constitute a tax-free exchange.
HOLDERS OF EXCHANGEABLE SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS
WITH RESPECT TO THE TAX CONSEQUENCES OF THE EXCHANGE OF THEIR EXCHANGEABLE
SHARES FOR SYMANTEC COMMON STOCK.
SEE "INCOME TAX CONSIDERATIONS."
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<PAGE>
DIFFERENCES IN CANADA AND U.S. TRADING MARKETS
The Exchangeable Shares are conditionally approved
for listing on the
Toronto Stock Exchange and the shares of Symantec Common Stock issuable upon the
exchange of Exchangeable Shares are approved for listing by the Nasdaq Stock
Market. There is no current intention to list either the Exchangeable Shares or
the shares of Symantec Common Stock on any other stock exchange in Canada or the
United States. Therefore, the price at which the Exchangeable Shares will be
traded will be based upon the market for such shares on the Toronto Stock
Exchange and the price at which the shares of Symantec Common Stock will be
traded will be based upon the market for such shares on the Nasdaq Stock Market.
Although the Company believes that the market price of the Exchangeable Shares
on the Toronto Stock Exchange and the market price of the Symantec Common Stock
on the Nasdaq Stock Market will reflect essentially equivalent values, there can
be no assurances that the market price of the Symantec Common Stock will be
identical, or even similar, to the market price attributed to the Exchangeable
Shares.
FOREIGN PROPERTY/ QUALIFIED INVESTMENT
The Exchangeable Shares, provided they are listed on a prescribed stock
exchange in Canada (which currently includes the Toronto Stock Exchange) (a)
will be qualified investments under the Canadian Tax Act for trusts governed
by registered retirement savings plans, registered retirement income funds
and deferred profit sharing plans and (b) will not be foreign property under
the Income Tax Act (Canada) (the "Canadian Tax Act") for trusts governed by
registered pension plans, registered retirement savings plans, registered
retirement income funds and deferred profit sharing plans or for certain
other tax-exempt persons. The Symantec Common Stock, provided they remain
listed on the Nasdaq Stock Market (or are listed on certain other stock
exchanges) (a) will also be a qualified investment under the Canadian Tax Act
for trusts governed by registered retirement savings plans, registered
retirement income funds and deferred profit sharing plans, but (b) will be
foreign property under the Canadian Tax Act.
USE OF PROCEEDS
Because the shares of Symantec Common Stock will be issued upon exchange
of the Exchangeable Shares, the Company will receive no net cash proceeds
upon such issuance.
DESCRIPTION OF SYMANTEC SHARE CAPITAL
The share capital of the Company is as described below.
SYMANTEC COMMON STOCK
Shares of Symantec Common Stock have a par value of US$0.01 per share.
The holders of Symantec Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders.
Cumulative voting for the election of directors is not authorized by
Symantec's Restated Certificate of Incorporation. The holders of Symantec
Common Stock are entitled to receive such dividends as may be declared by the
Symantec Board of Directors out of funds legally available therefor and are
entitled upon any liquidation, dissolution or winding-up of Symantec to
receive rateably the net assets of Symantec available for distribution. No
pre-emptive rights, conversion rights, redemption rights or sinking fund
provisions are applicable to the Symantec Common Stock, and there are no
dividends in arrears on defaults.
SYMANTEC PREFERRED STOCK
Shares of Symantec Preferred Stock have a par value of US$0.01 per
share. One million shares of Preferred Stock are authorized, and no shares
are issued and outstanding. The Symantec Board of Directors is authorized to
provide for the issuance of shares of Preferred Stock in one or more series,
and to establish from time to time the number of shares to be included in
each such series, to fix the designation, powers, preferences and rights of
the shares of each such series and any qualifications, limitations or
restrictions thereof.
SYMANTEC SPECIAL VOTING STOCK
A single share of Symantec Special Voting Stock (the "Voting Share") has
been authorized for issuance and a single share is outstanding having a par
value of US$1.00 per share. Except as otherwise required by law or the
Symantec Restated Certificate of Incorporation, the Voting Share possesses a
number of votes equal to the number of outstanding Exchangeable Shares from
time to time not owned by Symantec or any entity controlled by Symantec for
the election of directors and on all other matters submitted to a vote of
stockholders of Symantec. The holders of Symantec Common Stock and the
holder of the Voting Share vote together as a single class on all matters,
except as may be required by applicable law. In the event of any
liquidation, dissolution or winding-up of Symantec, the holder of the Voting
Share will not be entitled to receive any assets of Symantec available for
distribution to its stockholders. The holder of the Voting Share is not
entitled to receive dividends. Pursuant to the Combination Agreement, the
Voting Share was issued to the Trustee appointed under the Voting and
Exchange Trust Agreement. At such time as the Voting Share has no votes
attached to it because there are no Exchangeable Shares outstanding not owned
by Symantec or an entity controlled by Symantec, and there are no shares of
stock, debt, options or other agreements of Delrina that could give rise to
the issuance of any Exchangeable Shares to any person (other than Symantec or
an entity controlled by Symantec), the Voting Share will be cancelled.
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<PAGE>
PLAN OF DISTRIBUTION
EXCHANGEABLE SHARES
Pursuant to the terms of a plan of arrangement (the "Plan of Arrangement")
under section 182 of the Business Corporations Act (Ontario) (the "OBCA"),
Delrina has undergone a reorganization of capital whereby, among other things,
it authorized and issued 0.61 of an Exchangeable Share in exchange for each
existing Delrina Common Share (other than Delrina Common Shares held by holders
who properly exercised their rights of dissent and are ultimately entitled to be
paid fair value for their shares) (the "Arrangement") at the effective time (the
"Effective Time") of the combination of Delrina and Symantec (the
"Combination").
Symantec Common Stock may be issued to holders of Exchangeable Shares as
follows: (i) holders of Exchangeable Shares may require at any time that such
shares be exchanged for an equivalent number of shares of Symantec Common Stock.
See "-- Procedures for Issuance of Symantec Common Stock -- Election by Holders
to Exchange Exchangeable Shares;" (ii) Delrina or Symantec may redeem such
Exchangeable Shares by exchanging therefor an equal number of shares of Symantec
Common Stock. See "-- Procedures for Issuance of Symantec Common Stock --
Redemption of Exchangeable Shares;" and (iii) upon liquidation of Symantec or
Delrina, holders of Exchangeable Shares may be required to, or may elect to,
exchange such Exchangeable Shares for shares of Symantec Common Stock. See "--
Procedures for Issuance of Symantec Common Stock -- Liquidation." No broker,
dealer or underwriter has been engaged in connection with the offering of the
Symantec Common Stock covered hereby.
PROCEDURES FOR ISSUANCE OF SYMANTEC COMMON STOCK
ELECTION BY HOLDERS TO EXCHANGE EXCHANGEABLE SHARES. Holders of the
Exchangeable Shares are entitled to retract (i.e. require Delrina to redeem) any
or all such Exchangeable Shares owned by them and to receive an equivalent
number of shares of Symantec Common Stock plus an additional amount equivalent
to all declared and unpaid dividends on such Exchangeable Shares. Holders of
the Exchangeable Shares may effect such retraction by presenting to Delrina or
its transfer agent (i) the certificate or certificates representing the
Exchangeable Shares the holder desires to retract, (ii) a duly executed
statement specifying the number of Exchangeable Shares the holder wishes to
retract and the business day upon which the holder desires to receive the
Symantec Common Stock, which day must be between five and ten business days
after the request is received by Delrina (the "Retraction Date"), and (iii) such
other documents as may be required to effect the retraction of the Exchangeable
Shares (the "Retraction Request").
Upon receipt of the Exchangeable Shares, the Retraction Request and other
required documentation, Delrina must immediately notify Symantec of such
Retraction Request. Symantec will thereafter have two business days in which to
exercise its overriding right (the "Retraction Call Right") to purchase all such
Exchangeable Shares by the delivery of an equivalent number of shares of
Symantec Common Stock plus an additional amount equivalent to the full amount of
all declared and unpaid dividends on the Exchangeable Shares (the "Retraction
Price") to the transfer agent for delivery to such holder on the Retraction
Date. A holder of Exchangeable Shares may withdraw its Retraction Request by
giving written notice to Delrina before the close of business on the business
day immediately preceding the Retraction Date. A withdrawal of a Retraction
Request will also revoke the Retraction Call Right of Symantec. In the event
Symantec determines not to exercise its Retraction Call Right and provided that
the Retraction Request is not revoked by the holder of the Exchangeable Shares,
Delrina is obligated to deliver the Retraction Price to the holder by the
Retraction Date. If only a part of the Exchangeable Shares represented by any
certificate are redeemed, a new certificate for the balance of such Exchangeable
Shares will be issued to the holder at Delrina's expense. Symantec intends to
exercise its Retraction Call Right with respect to each Retraction Request.
See "INCOME TAX CONSIDERATIONS." In the event Symantec is not able, due to
unforeseen circumstances, to exercise its Retraction Call Right, holders of
Exchangeable Shares requesting retraction and exchange for Symantec Common
Stock will very likely be subject to significantly increased tax liability on
the exchange. See "INCOME TAX CONSIDERATIONS."
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<PAGE>
REDEMPTION OF EXCHANGEABLE SHARES. Subject to applicable law and the
Redemption Call Right of Symantec described below, seven years after the
Effective Time or such later date as specified by the Delrina Board of
Directors, or such earlier date as specified by the Delrina Board of Directors
if there are fewer than 500,000 Exchangeable Shares outstanding (other than
Exchangeable Shares held by Symantec and entities controlled by Symantec and
subject to adjustments to such number of shares to reflect permitted changes to
Exchangeable Shares) (the "Automatic Redemption Date"), Delrina must redeem all,
but not less than all, of the then outstanding Exchangeable Shares in exchange
for an equal number of shares of Symantec Common Stock, plus an additional
amount equivalent to the full amount of all declared and unpaid dividends on
such Exchangeable Shares (the "Redemption Price"). Notwithstanding any proposed
redemption of the Exchangeable Shares by Delrina, Symantec will have the
overriding right (the "Redemption Call Right") to purchase unilaterally on the
Automatic Redemption Date all, but not less than all, of the outstanding
Exchangeable Shares at the Redemption Price in exchange for one share of
Symantec Common Stock for each such Exchangeable Share, plus an additional
amount equivalent to the full amount of declared and unpaid dividends on such
Exchangeable Share.
Delrina shall, at least 120 days before the Automatic Redemption Date,
provide the registered holders of Exchangeable Shares with written notice of the
proposed redemption of the Exchangeable Shares by Delrina. On or after the
Automatic Redemption Date, upon the holder's presentation and surrender of the
certificates representing the Exchangeable Shares and such other documents as
may be required at the office of the transfer agent or the registered office of
Delrina, Delrina will deliver the Redemption Price to the holder at the address
of the holder recorded in the securities register or by holding the Redemption
Price for pick up by the holder at the registered office of Delrina or the
office of the transfer agent as specified in the written notice.
LIQUIDATION OF DELRINA. Upon the occurrence of a Delrina Insolvency Event
(as described below), holders of the Exchangeable Shares have preferential
rights to receive from Delrina one share of Symantec Common Stock for each
Exchangeable Share they hold, plus an additional amount equivalent to the full
amount of any declared and unpaid dividends on each such Exchangeable Share (the
"Liquidation Amount"). In the event of a proposed Delrina Insolvency Event,
Symantec has the right to purchase all of the outstanding Exchangeable Shares
from the holders
-6-
<PAGE>
thereof at the effective time of any such liquidation, dissolution, or winding-
up in exchange for the Liquidation Amount. A "Delrina Insolvency Event" is any
insolvency or bankruptcy proceeding instituted by or against Delrina, including
any such proceeding under the COMPANIES' CREDITORS ARRANGEMENT ACT (Canada) and
the BANKRUPTCY AND INSOLVENCY ACT (Canada), the admission in writing by Delrina
of its inability to pay its debts generally as they become due and the inability
of Delrina, as a result of solvency requirements of applicable law, to redeem
any Exchangeable Shares tendered for retraction.
On or after the effective date of liquidation, dissolution or winding-up,
and subject to the exercise by Symantec of its right (the "Liquidation Call
Right") to purchase the Exchangeable Shares in exchange for the Liquidation
Amount, a holder of Exchangeable Shares has two options. The holder may
surrender certificates representing such Exchangeable Shares, together with such
other documents as may be required, to Delrina's registered office or the office
of the transfer agent. Upon receipt of the certificates and other documents,
Delrina will deliver the Liquidation Amount to such holder at the address
recorded in the securities register or by holding the Liquidation Amount for
pick up by the holder at Delrina's registered office or the office of the
transfer agent, as specified by Delrina in a notice to such holders. The second
alternative is that the holder may exercise its exchange right by requiring
Symantec to purchase the Exchangeable Shares in exchange for the Liquidation
Amount and delivering to The R-M Trust Company, as trustee, (i) the
certificates, duly endorsed in blank, (ii) a duly completed form of notice of
exercise of such exchange right, which is contained on the reverse of, or
attached to, the Exchangeable Share certificates and (iii) any other required
documents.
LIQUIDATION OF SYMANTEC. Upon the occurrence of a Symantec Liquidation
Event (as described below), in order for the holders of the Exchangeable Shares
to participate on a pro rata basis with the holders of Symantec Common Stock,
each holder of Exchangeable Shares will automatically receive in exchange
therefor an equivalent number of shares of Symantec Common Stock, plus an
additional amount equivalent to the full amount of any declared and unpaid
dividends on such Exchangeable Shares. A "Symantec Liquidation Event" means
(i) any determination by Symantec's Board of Directors to institute voluntary
liquidation, dissolution, or winding-up proceedings with respect to Symantec or
to effect any other distribution of assets of Symantec among its stockholders
for the purpose of winding up its affairs; or (ii) immediately upon the earlier
of (A) receipt by Symantec of notice of, and (B) Symantec becoming aware of any
threatened or instituted claim, suit or proceedings with respect to the
involuntary liquidation, dissolution or winding-up of Symantec or to effect any
other distribution of assets of Symantec among its stockholders for the purpose
of winding up its affairs.
To effect the automatic exchange of Exchangeable Shares for shares of
Symantec Common Stock, Symantec will deem each Exchangeable Share to be
exchanged for the Liquidation Amount on the fifth business day prior to the
effective date of the Symantec Liquidation Event. Upon a holder's request and
surrender of Exchangeable Share certificates, duly endorsed in blank and
accompanied by such instruments of transfer as Symantec may reasonably require,
Symantec will deliver to such holder, certificates representing an equivalent
number of shares of Symantec Common Stock.
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INCOME TAX CONSIDERATIONS
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
In the opinion of Osler, Hoskin & Harcourt, counsel for Delrina, the
following is a summary of the principal Canadian federal income tax
considerations generally applicable to Delrina shareholders who, for purposes
of the Canadian Tax Act, hold their Exchangeable Shares and will hold their
shares of Symantec Common Stock as capital property and deal at arm's length
with Delrina and Symantec. This summary does not apply to a holder with
respect to whom Symantec is a foreign affiliate within the meaning of the
Canadian Tax Act.
Certain recent amendments to the Canadian Tax Act (the "mark-to-market
rules") relating to financial institutions (including certain financial
institutions, registered securities dealers and corporations controlled by
one or more of the foregoing) will deem such financial institutions not to
hold their Exchangeable Shares and shares of Symantec Common Stock as capital
property for purposes of the Canadian Tax Act. Shareholders that are
financial institutions should consult their own tax advisors to determine the
tax consequences to them of the application of the mark-to-market rules. In
addition, all shareholders should consult their own tax advisors as to
whether, as a matter of fact, they hold their Exchangeable Shares and will
hold their shares of Symantec Common Stock as capital property for purposes
of the Canadian Tax Act.
This summary is based on the current provisions of the Canadian Tax Act,
the Regulations thereunder, the current provisions of the Canada-United
States Income Tax Convention (the "Tax Treaty"), the third Protocol amending
the Tax Treaty signed March 17, 1995 (the "Protocol") and counsel's
understanding of the current administrative practices of Revenue Canada,
Customs, Excise and Taxation ("Revenue Canada"). This summary takes into
account the amendments to the Canadian Tax Act and Regulations publicly
announced by the Minister of Finance prior to the date hereof (the "Proposed
Amendments") and assumes that all such Proposed Amendments will be enacted in
their present form, subject to counsel's understanding of certain
modifications thereto confirmed by the Department of Finance. However, no
assurances can be given that the Proposed Amendments will be enacted in the
form proposed, or at all.
Except for the foregoing, this summary does not take into account or
anticipate any changes in law, whether by legislative, administrative or
judicial decision or action, nor does it take into account provincial,
territorial or foreign income tax legislation or considerations, which may
differ from the Canadian federal income tax considerations described herein.
WHILE THIS SUMMARY IS INTENDED TO ADDRESS ALL PRINCIPAL CANADIAN FEDERAL
INCOME TAX CONSIDERATIONS, IT IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED
TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL, BUSINESS OR TAX ADVICE TO ANY
PARTICULAR SHAREHOLDER. THEREFORE, SUCH HOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THEIR PARTICULAR CIRCUMSTANCES. NO ADVANCE INCOME
TAX RULING HAS BEEN OBTAINED FROM REVENUE CANADA TO CONFIRM THE TAX
CONSEQUENCES OF ANY OF THE TRANSACTIONS DESCRIBED HEREIN.
For purposes of the Canadian Tax Act, all amounts relating to the
acquisition, holding or disposition of shares of Symantec Common Stock,
including dividends, adjusted cost base and proceeds of disposition must be
converted into Canadian dollars based on the prevailing United States dollar
exchange rate at the time such amounts arise.
SHAREHOLDERS RESIDENT IN CANADA
The following portion of the summary is applicable to holders of
Exchangeable Shares who exchange such shares for shares of Symantec Common
Stock and who, for purposes of the Canadian Tax Act, are resident or deemed
to be resident in Canada.
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REDEMPTION OR EXCHANGE OF EXCHANGEABLE SHARES.
On the redemption (including a retraction) of an Exchangeable Share by
Delrina, the holder of an Exchangeable Share will be deemed to have received
a dividend equal to the amount, if any, by which the redemption proceeds (the
fair market value at the time of the redemption of the share of Symantec
Common Stock received by the shareholder from Delrina on the redemption plus
the amount, if any, of all accrued but unpaid dividends on the Exchangeable
Share) exceeds the paid-up capital at that time of the Exchangeable Share so
redeemed. The amount of any such deemed dividend will be subject to the tax
treatment accorded to dividends as described below. On the redemption, the
holder of an Exchangeable Share will also be considered to have disposed of
the Exchangeable Share, but the amount of such deemed dividend will be
excluded in computing the shareholder's proceeds of disposition for purposes
of computing any capital gain or capital loss arising on the disposition of
the Exchangeable Share. In the case of a shareholder that is a corporation,
in some circumstances the amount of any such deemed dividend may be treated
as proceeds of disposition and not as a dividend.
On the exchange of an Exchangeable Share by the holder thereof with
Symantec for a share of Symantec Common Stock, the holder will in general
realize a capital gain (or a capital loss) equal to the amount by which the
proceeds of disposition of the Exchangeable Share, net of any reasonable
costs of disposition, exceed (or are less than) the adjusted cost base to the
holder of the Exchangeable Share. For these purposes, the proceeds of
disposition will be the fair market value of a share of Symantec Common Stock
at the time of exchange plus the amount of all accrued but unpaid dividends
on the Exchangeable Share received by the holder as part of the exchange
consideration.
Three-quarters of any such capital gain (the "taxable capital gain") will
be included in the shareholder's income for the year of disposition.
Three-quarters of any capital loss so realized (the "allowable capital loss")
may be deducted by the holder against taxable capital gains for the year of
disposition. Any excess of allowable capital losses over taxable capital
gains of the shareholder for the year of disposition may be carried back up
to three taxation years or forward indefinitely and deducted against net
taxable capital gains in those other years.
A shareholder that is throughout the relevant taxation year a
"Canadian-controlled private corporation" (as defined in the Canadian Tax
Act) may be liable to pay an additional refundable tax of 6-2/3% on its
"aggregate investment income" for the year, which is defined to include an
amount in respect of taxable capital gains (but not dividends or deemed
dividends deductible in computing taxable income). This new tax will apply to
taxation years that end after June 1995 and will be pro-rated for taxation
years that begin before July 1995 and end after June 1995.
If the holder of an Exchangeable Share is a corporation, the amount of
any capital loss arising from a disposition or deemed disposition of an
Exchangeable Share may be reduced by the amount of dividends received or
deemed to have been received by it on such share or on the Delrina Common
Shares previously owned by such holder, to the extent and under circumstances
prescribed by the Canadian Tax Act. Similar rules may apply where a
corporation is a member of a partnership or a beneficiary of a trust that
owns Exchangeable Shares, or where a trust or partnership of which a
corporation is a beneficiary or a member is a member of a partnership or a
beneficiary of a trust that owns Exchangeable Shares.
The cost base of a share of Symantec Common Stock received on the
retraction, redemption or exchange of an Exchangeable Share will be equal to
the fair market value of the share of Symantec Common Stock at the time of
such event.
Because of the existence of the Retraction Call Right, a holder
exercising the right of retraction in respect of an Exchangeable Share cannot
control whether such holder will receive a share of Symantec Common Stock by
way of redemption of the Exchangeable Share by Delrina or by way of purchase
of the Exchangeable Share by Symantec. As described above, the Canadian
federal income tax consequences of a redemption differ from those of a
purchase. However a holder who exercises the right of retraction will be
notified if the Retraction Call Right will not be exercised by Symantec, and
if such holder does not wish to proceed, such holder may cancel the notice of
retraction and retain such holder's Exchangeable Share.
DIVIDENDS ON EXCHANGEABLE SHARES. In the case of a shareholder who is an
individual, dividends received or deemed to be received on the Exchangeable
Shares will be included in computing the shareholder's income, and will be
subject to the gross-up and dividend tax credit rules normally applicable to
taxable dividends received from taxable Canadian corporations.
The Exchangeable Shares will be "taxable preferred shares" and "short-term
preferred shares" for purposes of the Canadian Tax Act. Accordingly, Delrina
will be subject to a 66-2/3% tax under Part VI.1 of the Canadian Tax Act on
dividends paid or deemed to be paid on the Exchangeable Shares. Dividends
received or deemed to be received on the Exchangeable Shares will not be
subject to the 10% tax under Part IV.1 of the Canadian Tax Act applicable to
certain corporations.
If Symantec or any person with whom Symantec does not deal at arm's length
is a "specified financial institution" under the Canadian Tax Act at a point
in time that a dividend is paid on an Exchangeable Share, then, subject to
the exemption described below, dividends received or deemed to be received by
a shareholder that is a corporation will not be deductible in computing
taxable income but will be fully includable in taxable income under Part I of
the Canadian Tax Act. Such dividend will not be subject to tax under Part IV
of the Canadian Tax Act. A corporation will generally be a specified
financial institution for these purposes if it is a bank, a trust company, a
credit union, an insurance corporation or a corporation whose principal
business is the lending of money to persons with whom the corporation is
dealing at arm's length or the purchasing of debt obligations issued by such
persons or a combination thereof, and corporations controlled by or related
to such entities. Symantec has informed counsel that it is of the view that
neither it nor any person with whom it does not deal at arm's length is a
specified financial institution at the current time but there can be no
assurances that this status will not change prior to any dividend which is
received or deemed to be received by a corporate shareholder.
This denial of the dividend deduction for a corporate shareholder will
not in any event apply if at the time a dividend is received or deemed to be
received, the Exchangeable Shares are listed on a prescribed stock exchange
(which currently includes the Toronto Stock Exchange (the "TSE")), Symantec
controls Delrina, and the recipient (together with persons with whom the
recipient does not deal at arm's length or any partnership or trust of which
the recipient or person is a member or beneficiary, respectively) does not
receive dividends on more than 10% of the issued and outstanding Exchangeable
Shares.
Subject to the foregoing, in the case of a shareholder that is a
corporation, other than a "specified financial institution" as defined in the
Canadian Tax Act, dividends received or deemed to be received on the
Exchangeable Shares will normally be deductible in computing its taxable
income.
In the case of a shareholder that is a specified financial institution,
such a dividend will be deductible in computing its taxable income only if
either:
(i) the specified financial institution did not acquire the Exchangeable
Shares in the ordinary course of the business carried on by such
institution; or
(ii) at the time of the receipt of the dividend by the specified financial
institution, the Exchangeable Shares are listed on a prescribed stock
exchange in Canada (which currently includes the TSE) and
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the specified financial institution, either alone or together with
persons with whom it does not deal at arm's length, does not receive
(or is not deemed to receive) dividends in respect of more than 10% of
the issued and outstanding Exchangeable Shares.
A shareholder that is a "private corporation" (as defined in the Canadian
Tax Act) or any other corporation resident in Canada and controlled or deemed
to be controlled by or for the benefit of an individual or a related group of
individuals may be liable under Part IV of the Canadian Tax Act to pay a
refundable tax of 33-1/3% on dividends received or deemed to be received on
the Exchangeable Shares to the extent that such dividends are deductible in
computing the shareholder's taxable income.
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DIVIDENDS ON SYMANTEC COMMON STOCK. Dividends on Symantec Common Stock
will be included in the recipient's income for the purposes of the Canadian
Tax Act. Such dividends received by an individual shareholder will not be
subject to the gross-up and dividend tax credit rules in the Canadian Tax
Act. A corporation which is a shareholder will include such dividends in
computing its income and generally will not be entitled to deduct the amount
of such dividends in computing its taxable income. United States non-resident
withholding tax on such dividends will be eligible for foreign tax credit or
deduction treatment where applicable under the Canadian Tax Act.
DISPOSITION OF SYMANTEC COMMON STOCK. A disposition or deemed
disposition of a share of Symantec Common Stock by a holder will generally
result in a capital gain (or capital loss) equal to the amount by which the
proceeds of disposition, net of any reasonable costs of disposition, exceed
(or are less than) the adjusted cost base to the holder of the share of
Symantec Common Stock.
FOREIGN PROPERTY/ QUALIFIED INVESTMENT
The Exchangeable Shares, provided they are listed on a prescribed stock
exchange in Canada (which currently includes the Toronto Stock Exchange) (a)
will be qualified investments under the Canadian Tax Act for trusts governed
by registered retirement savings plans, registered retirement income funds
and deferred profit sharing plans and (b) will not be foreign property under
the Canadian Tax Act for trusts governed by registered pension plans,
registered retirement savings plans, registered retirement income funds and
deferred profit sharing plans or for certain other tax-exempt persons. The
Symantec Common Stock, provided they remain listed on the Nasdaq Stock Market
(or are listed on certain other stock exchanges) (a) will also be a qualified
investment under the Canadian Tax Act for trusts governed by registered
retirement savings plans, registered retirement income funds and deferred
profit sharing plans, but (b) will be foreign property under the Canadian Tax
Act.
SHAREHOLDERS NOT RESIDENT IN CANADA
The following portion of the summary is applicable to holders of
Exchangeable Shares who, for purposes of the Canadian Tax Act, have not been
and will not be resident or deemed to be resident in Canada at any time while
they have held Exchangeable Shares or shares of Symantec Common Stock and to
whom such shares are not taxable Canadian property and in the case of a
non-resident of Canada who carries on an insurance business in Canada and
elsewhere, the shares are not effectively connected with its Canadian
insurance business.
Generally, Exchangeable Shares and shares of Symantec Common Stock will
not be taxable Canadian property provided that such shares are listed on a
prescribed stock exchange (which currently includes the TSE and the Nasdaq
National Market (the "NNM")), the holder does not use or hold, and is not
deemed to use or hold, the Exchangeable Shares or the shares of Symantec
Common Stock, as applicable, in connection with carrying on a business in
Canada and the holder, persons with whom such holder does not deal at arm's
length, or the holder and such persons, has not owned (or had under option)
25% or more of the issued shares of any class or series of the capital stock
of Delrina or Symantec at any time within five years preceding the date in
question. In the case of Symantec, even if the holder exceeds the 25%
threshold with respect to shares of Symantec Common Stock referred to in the
preceding sentence, the shares of Symantec Common Stock may not be taxable
Canadian property; such holders should consult their own tax advisors to
determine whether their shares of Symantec Common Stock constitute taxable
Canadian property. Delrina has applied for the listing of the Exchangeable
Shares on the TSE and Symantec has indicated that it intends to use its best
efforts to cause Delrina to maintain such listing.
A holder of Exchangeable Shares will not be subject to tax under the
Canadian Tax Act on the exchange of an Exchangeable Share for a share of
Symantec Common Stock, except to the extent the exchange gives rise to a
deemed dividend, or on the sale or other disposition of a share of Symantec
Common Stock. A holder whose Exchangeable Shares are redeemed (either under
Delrina's redemption right or pursuant to the holder's retraction rights)
will be deemed to receive a dividend as described above for shareholders
resident in Canada, which deemed dividend will be subject to withholding tax
as described in the following paragraph.
Dividends paid or deemed to be paid on the Exchangeable Shares are
subject to non-resident withholding tax under the Canadian Tax Act at the
rate of 25%, although such rate may be reduced under the provisions of an
applicable income tax treaty. For example, under the Tax Treaty, the rate is
generally reduced to 15% in respect of dividends paid to a person who is the
beneficial owner and who is resident in the United States for purposes of the
Tax Treaty.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TO DELRINA SHAREHOLDERS
In the opinion of Skadden, Arps, Slate, Meagher & Flom, United States
counsel to Delrina ("U.S. Counsel"), the following is a summary of the
material United States federal income tax considerations generally
applicable to holders of Exchangeable Shares that are "United States persons" as
defined for United States federal income tax purposes and that hold their
Exchangeable Shares as capital assets ("United States Holders"),
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including the receipt and ownership of shares of Symantec Common Stock
received in exchange for Exchangeable Shares. For United States federal
income tax purposes, "United States persons" are United States citizens or
residents, corporations or partnerships organized under the laws of the
United States or any state thereof, and any estate or trust subject to United
States federal income tax on its income regardless of source.
This summary is based on United States federal tax law in effect as of the
date of this Registration Statement and is for general information only. No
statutory, judicial, or administrative authority exists which directly
addresses certain of the United States federal income tax consequences of the
issuance and ownership of instruments and rights comparable to the
Exchangeable Shares, the Voting Rights, the Exchange Rights and the Call
Rights. Consequently (as discussed more fully below), some aspects of the
United States federal income tax treatment of the Arrangement, including the
exchange of Exchangeable Shares for shares of Symantec Common Stock, are not
certain. No advance income tax ruling has been sought or obtained from the
United States Internal Revenue Service ("IRS") regarding the tax
consequences of any of the transactions described herein.
This summary does not address aspects of United States taxation other than
United States federal income taxation, nor does it address all aspects of
United States federal income taxation that may be applicable to particular
United States Holders. In addition, this summary does not address the United
States state or local tax consequences or the foreign tax consequences of
the receipt and ownership of the Exchangeable Shares or shares of Symantec
Common Stock.
UNITED STATES HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT
TO THE UNITED STATES FEDERAL, STATE, AND LOCAL TAX CONSEQUENCES AND THE
FOREIGN TAX CONSEQUENCES OF THE RECEIPT AND OWNERSHIP OF EXCHANGEABLE SHARES,
VOTING RIGHTS, EXCHANGE RIGHTS AND SHARES OF SYMANTEC COMMON STOCK.
EXCHANGE OF EXCHANGEABLE SHARES
It is anticipated that (subject to certain exceptions described below) a
United States Holder that exercises such holder's rights to exchange the
Exchangeable Shares for shares of Symantec Common Stock generally will
recognize gain or loss on the receipt of the shares of Symantec Common Stock
in exchange for such Exchangeable Shares. Such gain or loss will be equal to
the difference between the fair market value of the shares of Symantec Common
Stock at the time of the exchange and the United States Holder's tax basis in
the Exchangeable Shares exchanged therefor. The gain or loss will be capital
gain or loss, except that, with respect to any declared but unpaid dividends
on the Exchangeable Shares, ordinary income may be recognized by the holder
thereof. Capital gain or loss will be long-term capital gain or loss if the
Exchangeable Shares (together with the pre-conversion Delrina Common Shares)
have been held for more than one year at the time of the exchange. The United
States Holder will take as such holder's tax basis in the shares of Symantec
Common Stock the fair market value of the shares of Symantec Common Stock at
the time of the exchange. The holding period of the shares of Symantec Common
Stock received by the United States Holder in the exchange will begin on the
day after the United States Holder receives the shares of Symantec Common
Stock.
In view of the likelihood of the recognition of gain or loss upon the
exchange of Exchangeable Shares for shares of Symantec Common Stock, United
States Holders may wish to consider delaying such exchange until such time as
they intend to dispose of the shares of Symantec Common Stock receivable in
exchange for their Exchangeable Shares or (as discussed below) until such
time that Symantec owns at least 80 percent of all the then issued and
outstanding Exchangeable Shares.
Under certain limited circumstances, the exchange by a United States
Holder of Exchangeable Shares for shares of Symantec Common Stock may be
characterized as a tax-free exchange. First, an exchange of Exchangeable
Shares for shares of Symantec Common Stock may be characterized as a tax-free
exchange if, at the time of such exchange, (i) at least 80 percent of the
then outstanding Exchangeable Shares are held by Symantec and (ii) in such
exchange, Symantec, rather than Delrina, acquires the Exchangeable
Shares in exchange for shares of Symantec Common Stock pursuant to the
exercise of its Call Rights. In addition, a United States Holder that
receives shares of Symantec Common Stock from Symantec upon the exercise by
Symantec of the Redemption Call Right or the Liquidation Call
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Right generally should be entitled to nonrecognition treatment with respect
to the exchange. In either case, the exchange would not be tax free unless
certain other requirements are satisfied, which, in turn, will depend upon
facts and circumstances existing at the time of the exchange and cannot be
accurately predicted as of the date of this Registration Statement. If such
exchange did qualify as a tax-free exchange, a United States Holder would
take as such holder's tax basis in the shares of Symantec Common Stock such
holder's tax basis in the Exchangeable Shares exchanged therefor. The holding
period of the shares of Symantec Common Stock received by a United States
Holder should include the holding period of the Exchangeable Shares exchanged
therefor, which, in turn, should include the holding period of the Delrina
Common Shares converted pursuant to the Combination Agreement and the Plan of
Arrangement, provided that such Delrina Common Shares and Exchangeable Shares
have been held as capital assets immediately prior to the Arrangement and
the subsequent exchange, respectively.
For United States federal income tax purposes, gain realized on the
exchange of Exchangeable Shares for shares of Symantec Common Stock generally
will be treated as United States source gain, except that, under the terms of
the Tax Treaty, such gain may be treated as sourced in Canada. Any Canadian
tax imposed on the exchange will be available as a credit against United
States federal income taxes, subject to applicable limitations. A United
States Holder that is ineligible for a foreign tax credit with respect to any
Canadian tax paid may be entitled to a deduction therefor in computing United
States taxable income.
DISTRIBUTIONS ON THE EXCHANGEABLE SHARES
A United States Holder of Exchangeable Shares generally will be required to
include in gross income as ordinary income dividends paid on the Exchangeable
Shares to the extent paid out of the earnings and profits of Delrina, as
determined under United States federal income tax principles. Such dividends
generally will be treated as foreign source dividend income. Under the
current Tax Treaty, such distributions will be subject to Canadian
withholding tax at a maximum rate of 15 percent. Subject to certain
limitations of United States federal income tax law, a United States Holder
should generally be entitled to either a credit against such holder's United
States federal income tax liability or a deduction in computing United States
taxable income for Canadian income taxes withheld from distributions with
respect to the Exchangeable Shares.
PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS
For United States federal income tax purposes, Delrina generally will be
classified as a passive foreign investment company (a "PFIC") for any taxable
year during which either (i) 75 percent or more of its gross income is
passive income (as defined for United States federal income tax purposes) or
(ii) on average for such taxable year, 50 percent or more of its assets (by
value) produce or are held for the production of passive income. For
purposes of applying the foregoing tests, all or some of the assets and gross
income of Delrina's subsidiaries will be at tributed to Delrina.
While there can be no assurance with respect to the classification of
Delrina as a PFIC, Delrina believes that it did not constitute a PFIC during
its taxable years ending prior to consummation of the Arrangement. Currently,
Delrina and Symantec intend to endeavor to cause Delrina to avoid PFIC status
in the future, although there can be no assurance that they will be able to
do so or that their intent will not change.
For purposes of applying the 50 percent asset test following the
Arrangement, Delrina's assets must be measured by their adjusted tax bases
(as calculated in order to compute earnings and profits for United States
federal income tax purposes) instead of by value, subject to certain
adjustments. As a result, it is possible that Delrina will be a PFIC for
taxable years ending after the Arrangement even though less than 50 percent
of Delrina's assets (measured by the fair market value of such assets) do not
constitute passive assets. After the Arrangement, Delrina intends to monitor
its status regularly, and promptly following the end of each taxable year
Delrina will notify United States Holders of Exchangeable Shares if it
believes that Delrina was a PFIC for that taxable year.
Although the matter is not free from doubt, if Delrina is a PFIC following
the Arrangement during a United States Holder's holding period for such
holder's Exchangeable Shares, and the United States Holder does not make a
QEF Election, then (i) the United States Holder would be required to allocate
income recognized upon receiving certain excess dividends with respect to,
and gain recognized upon the disposition of, such United States Holder's
Exchangeable Shares (including upon the exchange of Exchangeable Shares for
shares of Symantec Common Stock)
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ratably over the United States Holder's holding period for such Exchangeable
Shares, (ii) the amount allocated to each year other than (x) the year of the
excess dividend payment or disposition of the Exchangeable Shares or (y) any
year prior to the beginning of the first taxable year of Delrina for which it
was a PFIC, would be subject to tax at the highest rate applicable to
individuals or corporations, as the case may be, for the taxable year to
which such income is allocated, and an interest charge would be imposed upon
the resulting tax attributable to each such year (which charge would accrue
from the due date of the return for the taxable year to which such tax was
allocated), and (iii) gain recognized upon the disposition of the
Exchangeable Shares would be taxable as ordinary income.
If a United States Holder makes a QEF Election, then the United States
Holder generally will be currently taxable on such holder's pro rata share of
Delrina's ordinary earnings and net capital gains (at ordinary income and
capital gains rates respectively) for each taxable year of Delrina in which
Delrina is classified as a PFIC, even if no dividend distributions are
received by such United States Holder, unless such United States Holder makes
an election to defer such taxes. If Delrina believes that it was a PFIC for
a taxable year, it will provide United States Holders of Exchangeable Shares
with information sufficient to allow such holders to make a QEF Election and
report and pay any current or deferred taxes due with respect to their pro
rata shares of Delrina's ordinary earnings and profits and net capital gains
for such taxable year. United States Holders should consult their tax
advisors concerning the merits and mechanics of making a QEF Election and
other relevant tax considerations if Delrina is a PFIC for any taxable year.
The foregoing summary of the possible application of the PFIC rules to
Delrina and the United States Holders of Exchangeable Shares is only a
summary of certain material aspects of those rules. Because the United States
federal tax consequences to a United States Holder of Exchangeable Shares
under the PFIC provisions are significant, United States Holders of
Exchangeable Shares are urged to discuss those consequences with their tax
advisors.
SHAREHOLDERS NOT RESIDENT IN OR CITIZENS OF THE UNITED STATES
The following summary is applicable to holders of Exchangeable Shares that
are not United States Holders ("non-United States Holders").
A non-United States Holder generally will not be subject to United States
federal income tax on gain (if any) recognized on the sale or exchange of the
Exchangeable Shares, or on the receipt or sale of shares of Symantec Common
Stock unless such gain is effectively connected with a United States trade or
business.
Dividends received by a non-United States Holder with respect to the
Exchangeable Shares should not be subject to United States withholding tax,
and Delrina and Symantec do not intend that Delrina or Symantec will withhold
any amounts in respect of such tax from such dividends. There is some
possibility, however, that the IRS may assert that United States withholding
tax is payable with respect to dividends paid on the Exchangeable Shares to
non-United States Holders. In such case, holders of Exchangeable Shares
could be subject to United States withholding tax at a rate of 30 percent,
which rate may be reduced by an applicable income tax treaty in effect
between the United States and the non-United States Holder's country of
residence (15 percent on dividends paid to residents of Canada under the Tax
Treaty).
Dividends received by a non-United States Holder with respect to the
Symantec Common Stock generally will be subject to United States withholding tax
at a rate of 30 percent, which rate may be subject to reduction by an applicable
income tax treaty (15 percent on dividends paid to residents of Canada under
the Tax Treaty).
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RECENT DEVELOPMENTS
The financial statements of Delrina at June 30, 1994 and 1995 and for each
of the three fiscal years in the period ended June 30, 1995, and the
accompanying notes, are incorporated herein by reference to "Delrina
Financial Statements" at pages F-1 through F-16 of the Joint Proxy Statement.
Unaudited pro forma combined financial statements and accompanying notes for
the Company and Delrina are incorporated herein by reference to "Pro Forma
Financial Information" at pages 15 through 21 of the Joint Proxy Statement.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company by Fenwick & West, Two Palo Alto Square,
Palo Alto, California 94306.
EXPERTS
The consolidated financial statements of Delrina incorporated by reference
herein have been audited by Price Waterhouse, Chartered Accountants,
independent auditors, as set forth in their report incorporated by reference
herein, and are incorporated by reference herein in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Symantec incorporated by
reference herein as of March 31, 1995 and 1994 and for each of the three
years in the period ended March 31, 1995, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon incorporated
by reference herein which, as to fiscal 1993 is based in part on the report
of KPMG Peat Marwick LLP, independent accountants, as it relates to Fifth
Generation Systems, Inc.'s consolidated financial statements for the year
ended December 31, 1992, which are included in the Company's Annual Report on
Form 10-K for the year ended March 31, 1995. Such consolidated financial
statements referred to above are incorporated herein by reference in reliance
upon such reports given upon the authority of such firms as experts in
accounting and auditing. The report of Ernst & Young LLP insofar as it
relates to amounts included for Fifth Generation is based solely upon the
report of KPMG Peat Marwick LLP. The report of KPMG Peat Marwick LLP referred
to above contains an explanatory paragraph that states that Fifth
Generations' recurring losses and maturity of long term debt raise
substantial doubt about Fifth Generations' ability to continue as a going
concern. The consolidated financial statements do not include any adjustments
that might result from the outcome of that uncertainty.
-15-
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SYMANTEC CORPORATION
14,363,106 Shares of
Common Stock
___________________
PROSPECTUS
___________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Registrant in connection with this
offering are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee. . . . . . . . . . $36,790
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . 25,000
Legal fees and expenses. . . . . . . . . . . . . . . . . . . . . . . . 15,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,210
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $80,000
-------
-------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach or
alleged breach of their duty of care. The Registrant also maintains a limited
amount of director and officer insurance. In addition, as permitted by Section
145 of the Delaware General Corporation Law, the Bylaws of the Registrant
provide that: (i) the Registrant is required to indemnify its directors,
officers and employees, and persons serving in such capacities in other business
enterprises (including, for example, subsidiaries of the Registrant) at the
Registrant's request, to the fullest extent permitted by Delaware law, including
those circumstances in which indemnification would otherwise be discretionary;
(ii) the Registrant is required to advance expenses, as incurred, to such
directors, officers and employees in connection with defending a proceeding
(except that it is not required to advance expenses to a person against whom the
Registrant brings a claim for breach of the duty of loyalty, failure to act in
good faith, intentional misconduct, knowing violation of law or deriving an
improper personal benefit); (iii) the rights conferred in the Bylaws are not
exclusive and the Registrant is authorized to enter into indemnification
agreements with such directors, officers and employees; (iv) the Registrant is
required to maintain director and officer liability insurance to the extent
reasonably available; and (v) the Registrant may not retroactively amend the
Bylaw provisions in a way that is adverse to such directors, officers and
employees.
The Registrant's policy is to enter into indemnity agreements with each of
its directors and officers that provide the maximum indemnity allowed to
directors by Section 145 of the Delaware General Corporation Law and the Bylaws,
as well as certain additional procedural protections. In addition, the
indemnity agreements provide that directors and officers will be indemnified to
the fullest possible extent not prohibited by law against all expenses
(including attorney's fees) and settlement amounts paid or incurred by them in
any action or proceeding, including any derivative action by or in the right of
the Registrant, on account of their services as directors and officers of the
Registrant or as directors or officers of any other company or enterprise when
they are serving in such capacities at the request of the Registrant. No
indemnity will be provided, however, to any director or officer on account of
conduct that is adjudicated to be knowingly fraudulent, deliberately dishonest
or willful misconduct. The indemnity agreements also provide that no
indemnification will be available if a final court adjudication determines that
such indemnification is not lawful, or in respect of any accounting of profits
made from the purchase or sale of securities of the Registrant in violation of
Section 16(b) of the Exchange Act.
The indemnification provision in the Bylaws, and the indemnity agreements
entered into between the Registrant and its directors and officers, may be
sufficiently broad to permit indemnification of the Registrant's officers and
directors for liabilities arising under the Securities Act.
II-1
<PAGE>
ITEM 16. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
4.01 -- Form of Restated Certificate of Incorporation of the Registrant
(incorporated herein by reference to Annex G to the Joint Proxy
Statement originally filed on August 18, 1995).
4.02 -- Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.02 of the Registrant's Registration Statement on
Form S-1, Registration No. 33-28655 originally filed on May 19,
1989).
4.03 -- Section 9 of the Note Purchase Agreement dated April 2, 1993, by
and among the Registrant and Morgan Guaranty Trust Company, as
Trustee of a Commingled Pension Trust Fund, J.P. Morgan
Investment Management Inc., as Investment Manager for an
Institutional Investor, and The Northwestern Mutual Life
Insurance Company (incorporated herein by reference to
Exhibit 4.04 on Form 10-K for the fiscal year ended April 2,
1993).
4.04 -- Section 2 of the Registration Rights Agreement dated June 2,
1993, by and among the Registrant, Edison Venture Fund II, L.P.
and Edison Venture Fund II-PA, L.P. (incorporated herein by
reference to Exhibit 10.31 on Form 10-Q for the fiscal quarter
ended July 2, 1993).
5.01 -- Opinion of Fenwick & West regarding the legality of the
securities being issued.
5.02 -- Opinion of Skadden, Arps, Slate, Meagher & Flom
5.03 -- Opinion of Osler, Hoskin & Harcourt
23.01 -- Consent of Ernst & Young LLP, independent auditors.
23.02 -- Consent of KPMG Peat Marwick LLP.
23.03 -- Consent of Price Waterhouse, Chartered Accountants.
23.04 -- Consent of Fenwick & West (included in Exhibit 5.02).
23.05 -- Consent of Skadden, Arps, Slate, Meagher & Flom (included in
Exhibit 5.02)
23.06 -- Consent of Osler, Hoskin & Harcourt (included in Exhibit 5.03)
24.01 -- Power of Attorney (see page II-4).
____________________
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act"); (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; PROVIDED, HOWEVER, that (i) and (ii)
do not apply if the information required to be included in a post-effective
amendment thereby is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
II-2
<PAGE>
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
[THE REST OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cupertino, State of California, on
the 13th day of November, 1995.
SYMANTEC CORPORATION
By: /s/ Robert R.B. Dykes
----------------------------------------------------
Robert R.B. Dykes, Executive Vice President,
Worldwide Operations and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------ --------------------- ----------------
CHIEF EXECUTIVE OFFICER:
* President, Chief Executive November 13, 1995
- --------------------------- Officer and Director
Gordon E. Eubanks, Jr.
CHIEF FINANCIAL OFFICER:
/s/ Robert R.B. Dykes Executive Vice President/ November 13, 1995
- --------------------------- Worldwide Operations
Robert R. B. Dykes & Chief Financial Officer
CHIEF ACCOUNTING
OFFICER:
* Vice President/Finance and November 13, 1995
- --------------------------- Chief Accounting Officer
Howard A. Bain III
ADDITIONAL DIRECTORS:
* Chairman of the Board November 13, 1995
- ---------------------------
Carl D. Carman
* Director November 13, 1995
- ---------------------------
Charles M. Boesenberg
II-4
<PAGE>
* Director November 13, 1995
- ---------------------------
Walter W. Bregman
* Director November 13, 1995
- ---------------------------
Robert S. Miller
* Director November 13, 1995
- ---------------------------
Leslie L. Vadasz
*By: /s/ Robert R. B. Dykes
------------------------------
Robert R. B. Dykes
Attorney-in-fact
II-5
<PAGE>
EXHIBIT INDEX
Document Page
- -------- ----
4.01 -- Form of Restated Certificate of Incorporation of
the Registrant (incorporated herein by reference
to Annex G to the Joint Proxy Statement originally
filed on August 18, 1995).
4.02 -- Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3.02 of the Registrant's
Registration Statement on Form S-1, Registration
No. 33-28655 originally filed on May 19, 1989).
4.03 -- Section 9 of the Note Purchase Agreement dated
April 2, 1993, by and among the Registrant and
Morgan Guaranty Trust Company, as Trustee of a
Commingled Pension Trust Fund, J.P. Morgan
Investment Management Inc., as Investment Manager
for an Institutional Investor, and The
Northwestern Mutual Life Insurance Company
(incorporated herein by reference to Exhibit 4.04
on Form 10-K for the fiscal year ended April 2,
1993).
4.04 -- Section 2 of the Registration Rights Agreement
dated June 2, 1993, by and among the Registrant,
Edison Venture Fund II, L.P. and Edison Venture
Fund II-PA, L.P. (incorporated herein by reference
to Exhibit 10.31 on Form 10-Q for the fiscal
quarter ended July 2, 1993).
5.01 -- Opinion of Fenwick & West regarding the legality
of the securities being issued.
5.02 -- Opinion of Skadden, Arps, Slate, Meagher & Flom
5.03 -- Opinion of Osler, Hoskin & Harcourt
23.01 -- Consent of Ernst & Young LLP, independent auditors.
23.02 -- Consent of KPMG Peat Marwick LLP.
23.03 -- Consent of Price Waterhouse, Chartered Accountants.
23.04 -- Consent of Fenwick & West (included in Exhibit 5.02).
23.05 -- Consent of Skadden, Arps, Slate, Meagher & Flom (included in
Exhibit 5.02)
23.06 -- Consent of Osler, Hoskin & Harcourt (included in Exhibit 5.03)
24.01 -- Power of Attorney (see page II-4).
<PAGE>
EXHIBIT 5.01
October 18, 1995
Symantec Corporation
10201 Torre Avenue
Cupertino, California 95014
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3 to
be filed with the Securities and Exchange Commission on or about October 18,
1995 (the "REGISTRATION STATEMENT") in connection with the registration under
the Securities Act of 1933, as amended, of 14,363,106 shares of your Common
Stock (the "STOCK"). The Stock is to be exchanged for the non-voting
Exchangeable Shares of Delrina Corporation, an Ontario corporation, as described
in the Registration Statement.
As your counsel, we have examined the proceedings relating to the issuance
of the Stock. It is our opinion that upon issuance as described in the
Registration Statement, the Stock will be legally and validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement, the Prospectus constituting a part thereof and any amendments
thereto.
Very truly yours,
FENWICK & WEST
<PAGE>
Exhibit 5.02
November 13, 1995
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies & Gentlemen:
We have acted as counsel to Delrina Corporation (the "Company") in
connection with the above-captioned Registration Statement (the "Registration
Statement") on Form S-3 filed with the Securities and Exchange Commission (the
"Commission") on October 18, 1995, and amended on November 13, 1995, for the
purpose of registering 14,363,106 shares of common stock, par value $.01 per
share, of Symantec Corporation ("Symantec").
We have aided in the preparation of the Registration Statement,
including in particular the discussion under the heading "INCOME TAX
CONSIDERATIONS -- United States Federal Income Tax Considerations to Delrina
Shareholders" (the "Tax Summary").
We hereby confirm, in all material respects, that the Tax Summary is a
fair and accurate summary of the matters addressed therein, based upon current
law and the assumptions stated or referred to therein. It is possible that
contrary positions may be taken by the Internal Revenue Service and that a court
may agree with such contrary positions.
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and, except as set forth below,
is not to be used, circulated, quoted or otherwise referred to for any other
purpose or relied upon by any other person for any purpose without our prior
written consent. We
<PAGE>
November 13, 1995
Page 2
also consent to the use of our name in the Tax Summary and to the filing of this
opinion with the Commission as an exhibit to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
<PAGE>
EXHIBIT 5.03
November 13, 1995
Ladies and Gentlemen:
RE: REGISTRATION STATEMENT ON FORM S-3
----------------------------------
We have acted as counsel to Delrina Corporation (the "Company") in
connection with the Registration Statement (the "Registration Statement") on
Form S-3 filed with the Securities and Exchange Commission (the "Commission")
on October 18, 1995, and amended on November 13, 1995, for the purpose of
registering 14,363,106 shares of common stock, par value $.01 per share, of
Symantec Corporation ("Symantec").
We have aided in the preparation of the Registration Statement,
including, in particular the discussion under the heading "INCOME TAX
CONSIDERATIONS -- Canadian Federal Income Tax Considerations" (the "Tax
Summary").
We hereby confirm that, as of the date hereof, the Tax Summary is a fair
and accurate summary, in all material respects, of the matters addressed
therein, based upon the assumptions stated or referred to therein. It is
possible that contrary positions may be taken by Revenue Canada, Customs,
Excise & Taxation and that a court may agree with such contrary positions.
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and, except as set forth below,
is not to be used, circulated, quoted or otherwise referred to for any other
purpose or relied upon by any other person for any purpose without our prior
written consent. We also consent to the use of our name in the Tax Summary
and to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section
7 of the SECURITIES ACT OF 1933, as amended, or the rules and regulations of
the Commission promulgated thereunder.
Yours very truly,
OSLER, HOSKIN & HARCOURT
<PAGE>
EXHIBIT 23.01
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of Symantec
Corporation for the registration of 14,363,106 shares of its common stock and to
the incorporation by reference therein of our report dated April 21, 1995 with
respect to the consolidated financial statements and schedule of Symantec
Corporation included in its Annual Report (Form 10-K) for the year ended
March 31, 1995 filed with the Securities and Exchange Commission and with
respect to the consolidated financial statements of Symantec Corporation for
the year ended March 31, 1995 included in the Joint Management Information
Circular and Proxy Statement for Symantec's annual stockholders' meeting to be
held on November 20, 1995.
ERNST & YOUNG LLP
San Jose, California
October 12, 1995
<PAGE>
EXHIBIT 23.02
CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS
The Board of Directors
Symantec Corporation
We consent to incorporation by reference in the registration statements on
Form S-3 to be filed by Symantec Corporation of our report dated August 6, 1993,
relating to the consolidated balance sheets of Fifth Generation Systems, Inc.
and subsidiaries as of December 31, 1992, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the year then
ended, and the financial statement schedule No. II which report appears in the
March 31, 1995 annual report on Form 10-K of Symantec Corporation.
Our report dated August 6, 1993, contains an explanatory paragraph that states
that substantially all of the Company's debt matured May 15, 1993 and one half
of the redeemable preferred stock is redeemable June 30, 1993. In addition, the
Company suffered substantial losses from operations for the year ended
December 31, 1992. These situations raise substantial doubt about the entity's
ability to continue as a going concern. The consolidated financial statements
and the financial statement schedule No. II do not include any adjustments
relating to the recoverability and classification of reported asset amounts or
the amounts and classification of liabilities that might result from the outcome
of that uncertainty.
We also consent to the reference to our firm under the heading "Experts" in the
prospectus.
KPMG PEAT MARWICK LLP
October 12, 1995
Baton Rouge, Louisiana
<PAGE>
EXHIBIT 23.03
CONSENT OF PRICE WATERHOUSE, CHARTERED ACCOUNTANTS
The Board of Directors
Symantec Corporation
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Symantec
Corporation dated on or about October 18, 1995, of our report dated
August 8, 1995, relating to the consolidated balance sheets of Delrina
Corporation as at June 30, 1995 and 1994, and the related consolidated
statements of operations, retained earnings (deficit) and changes in financial
position for the years ended June 30, 1995, 1994 and 1993. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE
Toronto, Canada
October 18, 1995
